Sec Form 4 Filing - Boxer Capital, LLC @ Mirati Therapeutics, Inc. - 2024-01-23

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Boxer Capital, LLC 2. Issuer Name and Ticker or Trading Symbol Mirati Therapeutics, Inc. [ MRTX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) See remarks (Last) (First) (Middle) 12860 EL CAMINO REAL, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 01/23/2024 (Street) SAN DIEGO, CA92130 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 01/23/2024 D 287,866 D 0 I See Footnote ( 2 ) Common Stock 01/23/2024 D 3,201,440 D 0 D ( 3 ) Common Stock 01/23/2024 D 203,754 D 0 I See Footnote ( 4 ) Common Stock 01/23/2024 D 3,135,966 D 0 I See Footnote ( 5 ) Common Stock 01/23/2024 D 30,518 D 0 I See Footnote ( 6 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Warrant (right to purchase) $ 0.001 01/23/2024 D( 7 ) 332,809 11/20/2017 ( 8 ) Common Stock 332,809 ( 7 ) 0 D ( 3 ) Warrant (right to purchase) $ 0.001 01/23/2024 D( 7 ) 3,578,036 01/06/2017 ( 8 ) Common Stock 3,578,036 ( 7 ) 0 I See Footnote ( 5 ) Warrant (right to purchase) $ 0.001 01/23/2024 D( 7 ) 1,413,475 11/20/2017 ( 8 ) Common Stock 1,413,475 ( 7 ) 0 I See Footnote ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Boxer Capital, LLC 12860 EL CAMINO REAL SUITE 300 SAN DIEGO, CA92130 See remarks Boxer Asset Management Inc. CAY HOUSE, EP TAYLOR DRIVE LYFORD CAY NEW PROVIDENCE, C5N7776 See remarks LEWIS JOSEPH CAY HOUSE, EP TAYLOR DRIVE LYFORD CAY NEW PROVIDENCE, C5N7776 See remarks MVA Investors, LLC 12860 EL CAMINO REAL, SUITE 300 SAN DIEGO, CA92130 See remarks Davis Aaron I. 12860 EL CAMINO REAL, SUITE 300 SAN DIEGO, CA92130 See remarks Dissanayake Shehan Bharatha 12860 EL CAMINO REAL, SUITE 300 SAN DIEGO, CA92130 See remarks Fuglesang Christopher 12860 EL CAMINO REAL, SUITE 300 SAN DIEGO, CA92130 See remarks Braslyn Ltd. CAY HOUSE EP TAYLOR DRIVE, LYFORD CAY NEW PROVIDENCE, C5N7776 See remarks Lockend Five, LLC 12 EAGLE KNOLL COURT LAS VEGAS, NV89141 See remarks Signatures /s/ Aaron I. Davis, Chief Executive Officer, Boxer Capital, LLC 01/24/2024 Signature of Reporting Person Date /s/ Aaron I. Davis, Chief Executive Officer, MVA Investors, LLC 01/24/2024 Signature of Reporting Person Date /s/ Paul Higgs, Director, Boxer Asset Management Inc. 01/24/2024 Signature of Reporting Person Date /s/ Joseph C. Lewis 01/24/2024 Signature of Reporting Person Date /s/ Aaron I. Davis 01/24/2024 Signature of Reporting Person Date /s/ Jason Callender, Director, Braslyn Ltd. 01/24/2024 Signature of Reporting Person Date /s/ Greg Miller, Manager, Lockend Five LLC 01/24/2024 Signature of Reporting Person Date /s/ Christopher Fuglesang 01/24/2024 Signature of Reporting Person Date /s/ Shehan B. Dissanayake 01/24/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On January 23, 2024, Mirati Therapeutics, Inc. (the "Company") filed a Form 8-K with the SEC announcing the consummation of a transaction in which the Company became a wholly owned subsidiary of Bristol-Myers Squibb Company, as described in greater detail therein (the "Merger"). As described in that 8-K, upon the effective time (the "Effective Time") of the Merger each share of Company common stock, par value $0.001 per share, of the Company ("Common Stock") (with certain exceptions) was automatically converted into the right to receive (i) cash in an amount equal to $58.00 subject to applicable withholding tax and (ii) one contingent value right (a "CVR") representing the right to receive $12.00 in cash, without interest and subject to any applicable tax withholding upon achievement of a specified milestone is achieved (as further explained in the Form 8-K) (the consideration contemplated by (i) and (ii), together, the "Merger Consideration"). ( 2 )These securities are owned directly by MVA Investors, LLC ("MVA Investors"). Aaron I. Davis is a member of and has voting and dispositive power over securities held by MVA Investors. Each reporting person other than MVA Investors disclaims beneficial ownership of these securities except to the extent of such person's pecuniary interest therein, if any. ( 3 )These securities are owned directly by Boxer Capital, LLC ("Boxer Capital"). Boxer Asset Management Inc. ("Boxer Management") is the managing member of Boxer Capital. Joseph Lewis is the sole indirect owner of Boxer Management. Each of Messrs. Fuglesang, Dissanayake and Davis is a member of Boxer Capital. Each reporting person other than Boxer Capital disclaims beneficial ownership of these securities except to the extent of such person's pecuniary interest therein, if any. ( 4 )These securities are owned directly by Lockend Five, LLC, a limited liability company owned soley by Mr. Dissanayake. Each reporting person other than Lockend Five, LLC and Mr. Dissanayake disclaims beneficial ownership of these securities. ( 5 )These securities are owned directly by Braslyn Ltd., which is owned by a revocable trust established by Mr. Lewis for the benefit of members of his immediate family. Each reporting person other than Braslyn Ltd. and Mr. Lewis disclaims beneficial ownership of these securities. ( 6 )These securities are owned directly by Mr. Fuglesang. Each reporting person other than Mr. Fuglesang disclaims beneficial ownership of these securities. ( 7 )By virtue of the Merger, each then unexpired and unexercised issued and outstanding warrant to purchase shares of Common Stock issued by or on behalf of the Company (each, a "Company Warrant") that was outstanding as of immediately prior to the Effective Time was converted into the right to receive, upon exercise of such Company Warrant, the same Merger Consideration as the holder would have been entitled to receive following the Effective Time if such holder had been, immediately prior to the Effective Time, the holder of the number of shares of Company common stock then issuable upon exercise in full of such Company Warrant without regard to any limitations on exercise contained therein. ( 8 )These Company Warrants do not have an expiration date and are not exercisable to the extent that, following exercise, the holder of such Company Warrant and its affiliates would beneficially own more than 19.99% of the Common Stock.

Remarks: The reporting persons may be deemed members of a group that beneficially owned more than 10% of the outstanding shares of Company Common Stock prior to the Effective Time.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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